Board and By-Laws

BI-LAWS For THE FARMINGTON COMMUNITY ASSOCIATION, INC.

ARTICLE I

The principal office of the corporation and the registered office of the corporation shall be looked at the residence of Reaves L. Gardner, Route 2, Mocksville, North Carolina unless and until the board directors otherwise directed.

ARTICLE II

All meetings of the membership shall be at such places as the officer of the corporation calling the meeting shall direct in the notice of the meeting. The annual meeting of membership shall be held at 2:00 p.m. on the second Sunday of May, in each year for the purpose of electing directors of the corporation, officers of the corporation and the transaction of such other business as may properly be brought before the meeting. If the day fixed for the annual meeting shall be a legal holiday each meeting shall be held at the next succeeding business day, or at such other time as the officer presiding over the meeting shall direct. All directors shall be nominated in either one of the two following methods:

  1.    By nominating committee appointed from the membership by the chairman, or 

  2.    By any other member of the corporation

If the nomination is made by any other member of the corporation, the nomination shall be submitted to the secretary of the corporation three days prior to the meeting at which the election is to be held and shall be accompanied by the consent in writing of the person to be nominated, stating that he permits his name to be placed in nomination and will serve if elected.

ARTICLE III

All persons eighteen years of age who reside in the Farmington voting district, as established by the Davie County Board of Elections, and by reference made a part of these by-laws, shall be eligible for membership in the corporation. In order to become a member of the corporation any person in the community of the age of 18 years or older need only subscribe to the charter and by-laws and agree to be bound by them. Unless otherwise directed by specific resolution of the board of directors and approved by the membership at an annual meeting, there shall be no dues for members. Nevertheless each member does obligate himself to work for the purposes set forth in the charter of the corporation to the best of his ability. Each member shall have one vote at the annual meeting and each meeting shall commence when there is a quorum of the membership present. The presence of eight members shall constitute a quorum at any meeting.

No proxies shall be recognized, either for the board of directors or for the membership meeting.

ARTICLE IV

Board of Directors: The business of the corporation is to be conducted by a Board of Directors, which shall consist of nine members, three to be elected at each year. The members shall be elected at the first meeting of the year, with three elected each year to serve a term of three years each.

The Board of Directors is authorized to employee a person to act as the Executive Director of the Farmington Community Center, or to contract with a person, firm, or corporation to perform the services of an Executive Director. The BOA may authorize the Executive Director to spend funds as needed to perform their duties.

The officers of the corporation shall be elected from the members of the Board of Directors by the membership at the annual meeting.

In the event that an officer or member of the Board of Directors shall, between annual meetings, resign, die, or for other reason fail to be able and willing to continue serving in his capacity, the remaining members of the board shall make an election to carry out the unexpired portion of the term of such officer or director.

The officer and members of the board of directors shall serve without compensation for such services and no member of the corporation, no officer and no board of directors shall either directly or indirectly be paid any dividend or share in any proceeds of any sale or division of the property of the said corporation or in any way receive any pay therefore except that actual physical labor performed may be paid for by the corporation at a rate not to exceed the general rate paid in the community. If the corporation is dissolved, the provisions of the charter and the General Statutes of North Carolina shall be carried forth and the board of trustees than existing shall designate such organization or organizations preferably operating within Davie County as will most closely approximate the purposes of the corporation as set forth in the charter to receive any net proceeds from the dissolution of the corporation.

ARTICLE V

The officers of the corporation shall consist of a President, Vice-President, Secretary and a Treasurer. The duties of these officers shall be such as is generally performed by a President, Vice-President, Secretary and Treasurer of any corporation, and especially the President shall act in all matters in the absence of a meeting of the Board of Directors. Any one of the three officers may at any time call a meeting of the Board of Directors and a meeting of the membership shall be called by the President, or by the vote of the Board of Directors. A majority of the Board of Directors may call a meeting of the Board of Directors at any time. Except by unanimous consent, a meeting of the Board of Directors may not be called with less than three days notice and a meeting of the membership may not be called with less than five days notice. Time of notice shall be counted from the time actual notice is sent by the Secretary, and this, in the case of the Board of Directors, may be done by telephone, provided the actual notice is given to the members of the board of Directors or by mail to the membership.

In the event that any member may change his address, he shall notify the Secretary and until this is done the mail directed to his address shall be considered as notice. Any member who moves out of the prescribed area heretofore designated shall no longer be a member and shall notify the Secretary but the Board of Directors may from time to time revise the membership list by action duly noted in the event that formal notice is not provided as required herein. It is not required that directors or officers should be members of the corporation nor that they should live within the area designated. At all meetings of the Board of Directors four members shall constitute a quorum. 

ARTICLE VI

The treasurer shall deposit all funds of the corporation in a bank to be designated by the Board of Directors and the Board of Directors, acting through the Chairman and Secretary-Treasurer, are authorized to sign minutes of the corporation in the usual form, nominating the bank as a depository. The signature of the duly elected Treasurer shall be required to authenticate any check to be cashed or any funds to be withdrawn. However, the President and Vice President may be authorized to make such withdrawals in the absence of the Treasurer.

ARTICLE VII

Amendments: The Board of Directors may make amendments from time to time to these by-laws, but in the event they shall do so shall notify membership of any such change.

Amendments

Article III – 1974

Article IV – 1985

Article VI – 1985

Articles III, IV, V, VI, March 16, 2011

 ARTICLES OF INCORPORATION OF THE FARMINGTON COMMUNITY ASSOCIATION, INC.

We, the undersigned, natural persons of the age of twenty one years or more, do make and acknowledge these articles of incorporation for the purpose of forming a non-profit corporation under and by virtue of the laws of the State of North Carolina.

I  The name of the corporation is the Farmington Community Association, Inc.

II  The period of duration of the corporation is unlimited.

III  The Farmington Community Association is organized exclusively for charitable and educational purposes under section 501 (C)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Specifically, the Farmington Community Association is formed to operate a community development center dedicated to housing and sponsoring charitable and educational programs, lease the same, occupy, sub-lease and conduct any and all business in connection therewith including the acquisition of real property, personal property, entering into contracts with individuals and groups for the conduct of any phase of this development, and in general to do all things legal and proper as well as necessary to the end that a community development center may be provided for the community of Farmington, specifically not confining the community of Farmington to the township of Farmington, but extending the same into those portions of Shady Grove Township and the adjoining townships in Davie County, which touch on the Farmington Township insofar as a community development center may be of service to persons connected with or interested in the development of Farmington Township. In additions to the powers and purposes herein stated, the corporation shall have power to do any and all things which will improve, develop or encourage the improvement of development or aid the improvement of the said Farmington Community as hereinafter defined.

IV  The corporation shall have members which may be divided into such classes as shall be provided in the bylaws. All members shall be accepted, appointed, elected or designated in the manner provided in the bylaws.

V.  The directors of the corporation shall be elected by the members provided in the bylaws, except that the initial board of directors shall set until the initial corporate meeting and adoption of such bylaws in as full and ample manner as is by law permitted.

VI  Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (C)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

VII The addresses of the initial office of the corporation in the State of North Carolina, is the residence of Reeves E. Gardener, Route 2, Box 173, Mocksville, NC. The name of the initial registered agent is Reeves E. Gardner.

VIII  The member of directors establishing the initial board of directors shall be five, and the names and addresses of person who are to serve as the initial board of directors for the cooperation are;

Reeves E. Gardner Route 2, Box 173, Mocksville NC

Joe C. Harpe Route 2, Mocksville NC

Joseph B. Smith Route 2, Mocksville NC

Betty E. West Route 2, Mocksville NC

John H. Caudle Route 2, Mocksville NC

All zip codes are 27028.

IN WITNESS WHEREOF we have hereunto set our hands, this the 10th Day of February 1971.

Filed with the NC Secretary of State on February 12, 1971

Article III amended December 5, 2005.

Article VI amended December 5, 2005.